foxf-20240503

Delaware

001-36040

26-1647258

(State or Other Jurisdiction of Incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	FOXF	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The 2024 Annual Meeting was held on May 3, 2024, at 1:00 p.m., Eastern Time. A total of 41,993,841 shares of the Company’s common stock, were outstanding and entitled to vote as of March 5, 2024, the record date for the 2024 Annual Meeting. A total of 39,479,218 shares of the Company’s common stock were present or represented by proxy at the 2024 Annual Meeting, representing approximately 94.01% of the shares outstanding and entitled to vote at the 2024 Annual Meeting, thus providing a quorum.

Set forth below are the matters acted upon by the stockholders and the number of votes with respect to each proposal, as certified by the inspector of election.

The Company’s stockholders elected Michael C. Dennison, Sidney Johnson, and Ted D. Waitman to serve on the Company’s Board of Directors as Class II directors, for a three year term, ending at the 2027 Annual Meeting of Stockholders, by the votes indicated below:


Director Nominee	For	Withheld	Broker Non-Votes
Michael C. Dennison	36,751,294	866,144	1,861,780
Sidney Johnson	35,095,256	2,522,182	1,861,780
Ted D. Waitman	33,733,179	3,884,259	1,861,780

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent public accountants for fiscal year 2024 by the votes indicated below:

The Company’s stockholders approved, on an advisory basis, the resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement by the votes indicated below:

Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on the Company's Executive Compensation

The Company's stockholders recommended, on an advisory basis, that the frequency of future advisory votes on the Company's executive compensation be set to one year by the votes indicated below:

For more information regarding Proposals 1, 2, 3, and 4, please refer to the Company’s definitive proxy statement, as filed with the Securities and Exchange Commission on March 20, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp.

Date:

May 3, 2024

By:

/s/ Michael C. Dennison

Michael C. Dennison

Chief Executive Officer


For	Against	Abstain
39,290,623	172,083	16,512


For	Against	Abstain	Broker Non-Votes
35,537,139	1,890,465	189,834	1,861,780


ONE YEAR	TWO YEARS	THREE YEARS	Abstain	Broker Non-Votes
36,664,962	895	926,515	25,066	1,861,780